Now the Commission and Defendants have
agreed to a settlement of this action. Accordingly, the Commission and
Defendants consent to entry of this Stipulated Final Judgment and Order
("Order") without trial or adjudication of any issue of law or fact
herein.

FINDINGS

1. This is an action by the Commission
instituted under Section 13(b) of the Federal Trade Commission Act, 15
U.S.C. § 53(b). The Complaint seeks permanent injunctive relief against
Defendants in connection with the offer for sale and sale of a
work-at-home opportunity involving medical billing.

2. This Court has jurisdiction over the
subject matter of this case and over Defendants. Venue in the Central
District of California is proper.

3. The Complaint states a claim upon
which relief may be granted against Defendants under Sections 5(a) and
13(b) of the FTC Act, 15 U.S.C. §§ 45(a) and 53(b).

4. The Commission has the authority under
Sections 13(b) of the FTC Act, 15 U.S.C. § 53(b) to seek the relief it has
requested.

5. The Defendants were properly served
with the Complaint and Summons in this matter.

6. The activities of Defendants charged
in the Complaint are in or affecting commerce, as defined in Section 4 of
the FTC Act, 15 U.S.C. § 44.

7. Defendants waive all rights to seek
judicial review or otherwise challenge or contest the validity of this
Order. Defendants also waive any claim that they may hold under the Equal
Access to Justice Act, 28 U.S.C. § 2412 (as amended), concerning the
prosecution of this action to the date of this Order. Defendants shall
bear their own costs and attorneys' fees.

8. This Order is remedial in nature and
shall not be construed as the payment of a fine, penalty, punitive
assessment, or forfeiture.

9. Defendants enter into this Order
freely and without coercion, and acknowledge that they understand the
provisions of this Order and are prepared to abide by its terms. At all
times, Defendants have been represented by counsel, including during the
negotiations that led to this Order.

10. Entry of this Order is in the public
interest.

ORDER

For purposes of this Final Judgment and
Order for Permanent Injunction, the following definitions shall apply:

Definitions

1. "Telemarketing"
means a plan, program or campaign which is conducted to induce the
purchase of goods or services by the use of one or more telephones and
which involves more than one interstate telephone call.

2. "Document" is
synonymous in meaning and equal in scope to the usage of the term in
Federal Rule of Civil Procedure 34(a), and includes writings, drawings,
graphs, charts, photographs, audio and video recordings, computer records,
and other data compilations from which information can be obtained and
translated, if necessary, through detection devices into reasonably usable
form. A draft or non-identical copy is a separate document within the
meaning of the term "document."

3. "Defendants"
means Defendants PHD, NetBiz and Echavez, and each of them.

4. "Consumer"
means any person, including any individual, group, unincorporated
association, limited or general partnership, corporation or other business
entity.

5. The terms "and"
and "or" have both conjunctive and disjunctive
meanings.

6. "Assisting others"
means knowingly providing any of the following goods or services to
another person or entity:

a.
performing customer service functions, including, but not limited to,
receiving or responding to consumer complaints; or

b.
formulating or providing, or arranging for the formulation or provision
of, any telephone sales script or any other marketing material; or

c. providing
names of, or assisting in the generation of, potential customers; or

d.
performing marketing services of any kind.

7. "Business Venture"
means any written or oral business arrangement, however denominated, which
consists of the payment of any consideration for:

a. the legal
right or logistical means to offer, sell or distribute goods or services
(whether or not identified by a trademark, service mark, trade name,
advertising, or other commercial symbol), including but not limited to
the sale of a franchise; or

b. assisting
others in connection with or incidental to the establishment,
maintenance, or operation of an existing business, a new business, or
the entry by an existing business into a new line or type of business.

8. "Medical Billing"
means the act by which bills or charges for medical or medically-related
services or products are sent, directly or indirectly, to a patient or
third party payor, including but not limited to, insurance companies, on
behalf of the physician, doctor or other provider.

9. "Work-at-home opportunity"
means any program, plan, product, or service that enables a participant or
purchaser to earn money while working from home.

I.

PERMANENT BAN

.

IT IS THEREFORE ORDERED
that Defendants, whether acting directly or through any corporation,
limited liability company, subsidiary, division or other device, are
hereby permanently restrained and enjoined from engaging in, or receiving
any remuneration of any kind whatsoever from, or holding a majority
ownership interest, share, or stock in, or serving as an officer,
director, trustee, or general manager of, any business entity engaged in
whole or in part in the advertising for sale, marketing for sale,
promoting for sale, offering for sale, or sale of:

a. any business venture;

b. any employment opportunity; or

c. any work-at-home opportunity.

II.

PROHIBITED MISREPRESENTATIONS

IT IS FURTHER ORDERED
that Defendants and their agents, servants, employees and all persons or
entities directly or indirectly under their control, and all other persons
or entities in active concert or participation with them who receive
actual notice of this Order by personal service or otherwise, in
connection with the advertising for sale, marketing for sale, promoting
for sale, offering for sale, or sale of any good or service, are hereby
restrained and enjoined from misrepresenting, or assisting others in
misrepresenting, expressly or by implication, orally or in writing, any
fact material to a consumer's decision to buy or accept the good or
service, including but not limited to the income potential, earning
potential, profit potential or risk, or any other fact material to a
consumer's decision to buy or accept the good or service.

III.

TELEMARKETING BOND REQUIREMENT
AS TO DEFENDANT ECHAVEZ

IT IS FURTHER ORDERED
that Defendant Echavez, whether acting directly or indirectly through any
persons or entities under his control, is hereby permanently enjoined and
restrained from engaging in, or assisting others engaged in, telemarketing
unless, prior to engaging in or assisting others engaged in such
activities, such defendant first obtains a performance bond ("the Bond")
in the principal sum of $500,000 (five hundred thousand dollars). The
terms and conditions of the Bond requirement are as follows:

A. The Bond
shall be conditioned upon compliance with Section 5(a) of the FTC Act,
15 U.S.C. § 45(a), the Telemarketing Sales Rule, 16 C.F.R. Part 310, and
with the provisions of this Order. The Bond shall be deemed continuous
and remain in full force and effect as long as Defendant Echavez is
engaging in or assisting others engaged in telemarketing. Defendant
Echavez shall maintain the Bond for a period of five (5) years after
Defendant Echavez provides notice to the Commission that he has ceased
engaging in or assisting others engaged in telemarketing. The Bond shall
cite this Order as the subject matter of the Bond, and shall provide
surety thereunder against financial loss resulting from whole or partial
failure of performance due, in whole or in part, to any violation of
Section 5(a) of the FTC Act, or of the Telemarketing Sales Rule, or the
provisions of this Order, or to any other violation of law;

B. The Bond
required pursuant to this Paragraph shall be an insurance agreement
providing surety for financial loss issued by a surety company that is
admitted to do business in each state in which Defendant Echavez, or any
entity directly or indirectly under Defendant Echavez' control, is doing
business and that holds a Federal Certificate of Authority As Acceptable
Surety On Federal Bond and Reinsuring. The Bond shall be in favor of
both: (1) the Federal Trade Commission for the benefit of any consumer
injured as a result of any activities that required obtaining the Bond;
and (2) any consumer so injured;

C. The Bond
required pursuant to this Paragraph is in addition to, and not in lieu
of, any other bonds required by federal, state, or local law;

D. At least
ten (10) days before commencing in any activity that requires obtaining
the Bond, Defendant Echavez shall provide notice to the Commission
describing in reasonable detail said activities, and include in such
notice a copy of the Bond obtained;

E. Defendant
Echavez shall not disclose the existence of any performance bond
required by this Paragraph to any consumer, or other purchaser or
prospective purchaser of any product or service that is advertised,
promoted offered for sale, sold, or distributed via telemarketing,
without also disclosing clearly and prominently, at the same time, "AS
REQUIRED BY ORDER OF THE U.S. DISTRICT COURT IN SETTLEMENT OF CHARGES OF
FALSE AND MISLEADING REPRESENTATIONS IN THE PROMOTION AND SALE OF
MEDICAL BILLING WORK-AT-HOME OPPORTUNITIES."

IV.

SUSPENDED JUDGMENT

IT IS FURTHER ORDERED
that judgment is hereby entered against Defendants PHD, NetBiz and Echavez,
jointly and severally, in the amount of $3,900,000 (three million
nine hundred thousand dollars); provided, however, that this
judgment shall be suspended subject to the conditions set forth in
Paragraph VI of this Order.

V.

CONSUMER REDRESS

IT IS FURTHER ORDERED
that:

A. Defendants' assets, frozen pursuant
to the Stipulated Preliminary Injunction entered in this proceeding, at
Bank of America and at Global Payments, Inc., shall be disgorged and
transferred to the Federal Trade Commission upon the entry of this Final
Judgment.

B. All funds paid pursuant to this
Paragraph shall be deposited into a fund administered by the Commission
or its agent to be used for equitable relief, including but not limited
to consumer redress and any attendant expenses for the administration of
any redress fund. In the event that direct redress to consumers is
wholly or partially impracticable or funds remain after redress is
completed, the Commission may apply any remaining funds for such other
equitable relief (including consumer information remedies) as it
determines to be reasonably related to the Defendants' practices alleged
in the Complaint. Any funds not used for such equitable relief shall be
deposited to the Treasury as disgorgement. The Commission shall have
full and sole discretion to:

1. Determine the criteria for
participation by individual claimants in any consumer redress program
implemented pursuant to this Order;

2. Determine the manner and timing
of any notices to be given to consumers regarding the existence and
terms of such programs; and

3. Delegate any and all tasks
connected with such redress program to any individual, partnerships,
or corporations; and pay reasonable fees, salaries, and expenses
incurred thereby from the payments made pursuant to this Order;

C. Defendants expressly waive their
rights to litigate the issue of disgorgement. Defendants acknowledge and
agree that all money paid pursuant to this Order is irrevocably paid to
the Commission for purposes of settlement between Plaintiff and
Defendants; and

D. No portion of this payment shall be
deemed a fine, penalty or punitive assessment, or forfeiture. Defendants
shall have no right to challenge the Commission's choice of remedies
under this Paragraph.

VI.

RIGHT TO REOPEN AND TERMINATE SUSPENSION

IT IS FURTHER ORDERED
that the Commission's agreement to, and the Court's approval of, this
Order is expressly premised upon the truthfulness, accuracy, and
completeness of the financial statements provided by Defendants to counsel
for the Commission on or about June 7, 2002, and the sworn testimony given
by Defendant Echavez on May 7, 2002, which contain material information
relied upon by the Commission in negotiating and agreeing to the terms of
this Order. If, upon motion by the Commission to the Court, the Court
finds that Defendants failed to disclose any material asset with a value
exceeding $1,000, or materially misrepresented the value of any asset, or
made any other material misrepresentation in or omission from the
above-referenced financial statements and information, the suspension of
the monetary judgment will be terminated and the entire judgment amount of
$3,900,000, less any amounts Defendants have previously paid to the
Commission, will be immediately due and payable. Should this judgment be
modified as to the monetary liability of Defendants, this Order, in all
other respects, shall remain in full force. Any proceedings instituted
under this Paragraph shall be in addition to, and not in lieu of, any
other proceedings the Commission may initiate to enforce this Order.
Solely for the purposes of reopening this judgment or enforcing this
Paragraph, Defendants waive any right to contest any of the allegations
set forth in the Complaint filed in this matter or the monetary judgment
referenced above.

VII.

CUSTOMER LISTS

IT IS FURTHER ORDERED
that Defendants, and their successors, assigns, directors, officers,
agents, servants, employees, and all other persons or entities in active
concert or participation with them who receive actual notice of this Order
by personal service or otherwise, whether acting directly or through any
corporation, subsidiary, division, or other device, are permanently
restrained and enjoined from selling, renting, leasing, transferring, or
otherwise disclosing the name, address, telephone number, credit card
number, bank account number, e-mail address, or other identifying
information of any person who paid any money to Defendants for purchase of
any business venture, employment opportunity, or work-at-home opportunity,
at any time; provided that such identifying information may be
disclosed to a law enforcement agency or as required by any law,
regulation, or court order.

VIII.

CEASE COLLECTIONS NOTICES TO CONSUMERS

IT IS FURTHER ORDERED
that Defendants, and their successors, assigns, directors, officers,
agents, servants, employees, attorneys, and all other persons or entities
in active concert or participation with them who receive actual notice of
this Order by personal service or otherwise, whether acting directly or
through any corporation, subsidiary, division, or other device, shall:

A. Cease all collection efforts on
accounts arising from contracts, agreements, or understandings between
Defendants and consumers, including but not limited to directing all
third parties engaged in collection efforts regarding such accounts to
cease all such collection activities and to cease furnishing any
negative information to any consumer credit reporting agencies;

B. Within twenty (20) days after the
date this Order is entered, return to consumers all uncashed checks or
other negotiable instruments, if any, in Defendants' possession that
have been received, directly or indirectly, on accounts arising from
contracts, agreements, or understandings between Defendants and
consumers. Include with each such returned check or other negotiable
instrument a notice to the consumer stating that, as a result of an
agreement between Defendants and the Federal Trade Commission settling
allegations regarding Defendants' offer for sale and sale of a
work-at-home opportunity involving medical billing, those consumers'
contracts are rescinded; and

C. Within sixty (60) days after the
date this Order is entered, provide the names and addresses of those
consumers to whom checks or other negotiable instruments were returned
pursuant to Subsection B above to: Jennifer Larabee, Esq., Federal Trade
Commission, 10877 Wilshire Blvd., Suite 700, Los Angeles, California
90024.

IX.

ACKNOWLEDGMENT OF RECEIPT OF ORDER

IT IS FURTHER ORDERED
that, within five (5) business days after receipt by Defendants of this
Order as entered by the Court, Defendant Echavez, on behalf of himself and
Defendant PHD and Defendant NetBiz, shall submit to the Commission a
truthful sworn statement, in the form shown on Appendix A hereto, that
shall acknowledge receipt of this Order by Defendants.

X.

DISTRIBUTION OF ORDER BY DEFENDANTS

IT IS FURTHER ORDERED
that, for a period of five (5) years from the date of entry of this Order,
Defendants shall:

A. Provide a
copy of this Order to, and obtain a signed and dated acknowledgment of
receipt of same from, each officer or director, each individual serving
in a management capacity, all personnel involved in responding to
consumer complaints or inquiries, and all sales personnel, whether
designated as employees, consultants, independent contractors or
otherwise, immediately upon employing or retaining any such persons, for
any business where (1) any Defendant is the majority owner of the
business or directly or indirectly manages or controls the business and
where (2) the business is engaged in telemarketing; and

B. Maintain for a period of three (3)
years after creation, and upon reasonable notice, make available to
representatives of the Commission, the original signed and dated
acknowledgments of the receipt of copies of this Order, as required in
Subsection A of this Paragraph.

XI.

RECORD KEEPING PROVISIONS

IT IS FURTHER ORDERED
that, for a period of seven (7) years from the date of entry of this
Order, in connection with any business where (1) any Defendant is the
majority owner of the business or directly or indirectly manages or
controls the business, and where (2) the business is engaged in
telemarketing, Defendants and their agents, employees, officers,
corporations, successors, and assigns, and those persons in active concert
or participation with them who receive actual notice of this Order by
personal service or otherwise, are hereby restrained and enjoined from
failing to create and the following records:

(A) Accounting records that reflect
the cost of goods or services sold, revenues generated, and the
disbursement of such revenues;

(B) Personnel records accurately
reflecting: the name, address, and telephone number of each person
employed in any capacity by such business, including as an independent
contractor; that person's job title or position; the date upon which the
person commenced work; and the date and reason for the person's
termination, if applicable;

(C) Customer files containing the
names, addresses, phone numbers, dollar amounts paid, quantity of items
or services purchased, to the extent such information is obtained in the
ordinary course of business;

(D) Complaint and refund requests
(whether received directly, indirectly or through any third party) and
any responses to those complaints or requests; and

(E) Copies of all sales scripts,
training materials, advertisements, or other marketing materials.

XII.

COMPLIANCE REPORTING

IT IS FURTHER ORDERED
that, in order that compliance with the provisions of this Order may be
monitored:

A. For a
period of five (5) years from the date of entry of this Order,
Defendants shall notify the Commission of the following:

1. Any
changes in Defendants' residence, mailing addresses, and telephone
numbers, within ten (10) days of the date of such change;

2. Any
changes in Defendant Echavez' employment status (including
self-employment) within ten (10) days of such change. Such notice
shall include the name and address of each business that Defendant
Echavez is affiliated with or employed by, a statement of the nature
of the business, and a statement of Defendant Echavez' duties and
responsibilities in connection with the business or employment;

3. Any
proposed change in the structure of any business entity owned or
controlled by Defendants, such as creation, incorporation,
dissolution, assignment, sale, merger, creation or dissolution of
subsidiaries, proposed filing of a bankruptcy petition, or change in
the corporate name or address, or any other change that may affect
compliance obligations arising out of this Order, thirty (30) days
prior to the effective date of any proposed change; and

4. Any
proposed change in the structure of Defendants PHD or NetBiz, such as
creation, incorporation, dissolution, assignment, sale, merger,
creation or dissolution of subsidiaries, proposed filing of a
bankruptcy petition, or change in the corporate name or address, or
any other change that may affect compliance obligations arising out of
this Order, thirty (30) days prior to the effective date of any
proposed change;

B. One
hundred eighty (180) days after the date of entry of this Order,
Defendants shall provide a written report to the FTC, sworn to under
penalty of perjury, setting forth in detail the manner and form in which
Defendants have complied and are complying with this Order. This report
shall include but not be limited to:

2.
Defendants' then current employment, business addresses and telephone
numbers, a description of the business activities of each such
employer, and Defendants' title and responsibilities for each
employer;

3. A copy
of each acknowledgment of receipt of this Order obtained by Defendants
pursuant to Paragraph X;

4. A
statement describing the manner in which Defendants have complied and
are complying with the injunctive provisions in Paragraphs I, II, and
III of the Order;

5. A
statement indicating whether any performance bond has been obtained by
Defendants pursuant to Paragraph III of the Order and attaching a copy
of any such bond so obtained;

C. Upon
written request by a representative of the Commission, Defendants shall
submit additional written reports (under oath, if requested) and produce
documents on fifteen (15) days' notice with respect to any conduct
subject to this Order;

D. For the
purposes of this Order, Defendants shall, unless otherwise directed by
the Commission's authorized representatives, mail all written
notifications to the Commission to:

E. For the purposes of this Paragraph, the
term "employment" includes the performance of services as an employee,
consultant, or independent contractor; and the term "employer" includes
any individual or entity for whom Defendants performs services as an
employee, consultant, or independent contractor; and

F. For
purposes of the compliance reporting required by this Paragraph, the
Commission is authorized to communicate directly with Defendants.

XIII.

COMMISSION'S AUTHORITY TO MONITOR COMPLIANCE

IT IS FURTHER ORDERED
that the Commission is authorized to monitor Defendants' compliance with
this Order by all lawful means, including but not limited to, the
following means:

A. The
Commission is authorized, without further leave of court, to obtain
discovery from any person in the manner provided by Chapter V of the
Federal Rules of Civil Procedure, Fed. R. Civ. P. 26-37, including the
use of compulsory process pursuant to Fed. R. Civ. P. 45, for the
purpose of monitoring and investigating Defendants' compliance with any
provision of this Order;

B. The
Commission is authorized to use representatives posing as consumers and
suppliers to Defendants, Defendants' employees, or any other entity
managed or controlled in whole or in part by Defendants, without the
necessity of identification or prior notice;

C. Nothing
in this Order shall limit the Commission's lawful use of compulsory
process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. § § 49
and 57b-1, to investigate whether Defendants have violated any provision
of this Order or Section 5 of the FTC Act, 15 U.S.C. § 45; and

D. For
purposes of the compliance monitoring required by this Paragraph, the
Commission, and its agents, are authorized to communicate directly with
Defendants.

XIV.

ACCESS TO BUSINESS PREMISES

IT IS FURTHER ORDERED
that, for a period of five (5) years from the date of entry of this Order,
for the purpose of further determining compliance with this Order,
Defendants shall, within three (3) business days of receipt of written
notice from the Commission, permit representatives of the Commission:

A. Access
during normal business hours to any office, or facility storing
documents, of any business where (1) any Defendant is the majority owner
of the business or directly or indirectly manages or controls the
business and where (2) the business is engaged in telemarketing, or any
business involving the offer and sale of any business venture,
employment opportunity, or work-at-home opportunity or assisting others
engaged in these activities. In providing such access, Defendants shall
permit representatives of the Commission to inspect and copy all
documents relevant to any matter contained in this Order, and shall
permit Commission representatives to remove documents relevant to any
matter contained in this Order for a period not to exceed five (5)
business days so that the documents may be inspected, inventoried, and
copied;

B. To interview the officers,
directors, and employees, including all personnel involved in responding
to consumer complaints or inquiries, and all sales personnel, whether
designated as employees, consultants, independent contractors or
otherwise, of any business to which Subsection A of this Paragraph
applies, concerning matters relating to compliance with the terms of
this Order. The person interviewed may have counsel present; and

C. For
purposes of the access request permitted by this Paragraph, the
Commission is authorized to communicate directly with Defendants.

Provided that, upon application
of the Commission and for good cause shown, the Court may enter an ex
parte order granting immediate access to Defendants' business
premises for the purposes of inspecting and copying all documents relevant
to any matter contained in this Order.

XV.

INDEPENDENCE OF OBLIGATIONS

IT IS FURTHER ORDERED
that the expiration of any requirements imposed by this Order shall not
affect any other obligation under this Order.

XVI.

COSTS AND ATTORNEYS' FEES

IT IS FURTHER ORDERED
that each party to this Order bear its own costs and attorneys' fees
incurred in connection with this action.

XVII.

CONTINUED JURISDICTION

IT IS FURTHER ORDERED
that this Court shall retain jurisdiction of this matter for all purposes.

XVIII.

WAIVER OF CLAIMS

IT IS FURTHER ORDERED
that Defendants waive all claims under the Equal Access to Justice Act, 28
U.S.C. § 2412, as amended by Pub. L. 104-121, 110 Stat. 847,
863-64 (1996), and all rights to seek appellate review or otherwise
challenge or contest the validity of this Order, or the temporary or
preliminary orders entered in this proceeding, and further waive and
releases any claim they may have against the FTC, its employees, agents or
representatives.

XIX.

ENTRY BY CLERK

There being no just reason for delay, the
Clerk of the Court is hereby directed to enter this Order.

SO STIPULATED:

Dated: ________________, 2002

FEDERAL TRADE COMMISSION

Jennifer Larabee, Esq.
Kenneth H. Abbe, Esq.
Attorneys for Plaintiff

Dated: ________________, 2002

Antonio Echavez, individually and in his
capacity as President of PHD and of NetBiz Defendants

AFFIDAVIT OF DEFENDANT ACKNOWLEDGING RECEIPT OF STIPULATED
FINAL JUDGMENT AND ORDER

I, Antonio Echavez, hereby declare as
follows:

1. I am a defendant in the action FTC v. Physicians Healthcare Development Inc. et al.My current
residence address is
______________________________________________. I am a citizen of the
United States and over the age of eighteen. I have personal knowledge of
the facts set forth in this Affidavit.

2. I agreed to entry of a Stipulated
Final Judgment and Order ("Stipulated Order") against me to settle the
charges in the Commission's Complaint. I read the provisions of the
Stipulated Order, including Attachment A before signing it. I understand
all the provisions of the Stipulated Order. By signing the Stipulated
Order I agreed to be bound by those provisions.

3. On __________________, 20___, I
received a copy of the Stipulated Order which was signed by a United
States District Judge and entered by the Court on_____________, 20___. A true and correct copy of the Stipulated
Order that I received, is appended to this affidavit. The Stipulated
Order was _____ pages in length. I reviewed the document and confirmed
it was the document I had previously signed.

I declare under penalty of perjury under
the laws of the United States that the foregoing is true and correct.
Executed on ________________, 20___, at _______________________,
California.

Antonio Echavez

State of ___________________, City of
______________________

Subscribed and sworn to before me
this _____ day of __________________, 20___.